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EuroGroup Laminations S.p.A. — Proxy Solicitation & Information Statement 2026
Mar 24, 2026
9956_rns_2026-03-24_f76551a3-7ddb-495c-bfbb-020a4b77612e.pdf
Proxy Solicitation & Information Statement
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INFO DIGITAL CIER
EUROGROUP LAMINATIONS S.P.A.
Registered office at Via Stella Rosa no. 48, Baranzate (MI), share capital Euro 6,111,941.00
Tax code, VAT number and registration number with the Companies' Register of Milan Monza Brianza
Lodi 05235740965
REA MI 1805877
NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS' MEETING
The Ordinary Shareholders' Meeting of EuroGroup Laminations S.p.A. ("EuroGroup" or the "Company") is convened for 4 May 2026 at 2:00 p.m., in a single call, and in accordance with the terms set forth below, to discuss and resolve upon the following
AGENDA
- Financial Statements and Consolidated Financial Statements as at 31 December 2025.
1.1. Approval of the Financial Statements of EuroGroup Laminations S.p.A. as at 31 December 2025 and acknowledgement of the Consolidated Financial Statements as at 31 December 2025, together with the Directors' Management Report for the 2025 financial year, including the Sustainability Report prepared in accordance with the Corporate Sustainability Reporting Directive (Directive 2022/2464/EU), the Board of Statutory Auditors' Report and the External Auditor's Reports; related and consequential resolutions.
1.2. Allocation of the loss for the financial year ended on 31 December 2025 and of the reserve for unrealized exchange gains, which is not distributable until realized, created by the allocation of part of the profit for the 2024 financial year. Related and consequential resolutions.
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Determination of the number of members of the Board of Directors.
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Determination of the term of office of the Directors.
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Appointment of Directors.
EuroGroup Laminations S.p.A. - Via Stella Rosa 48 - 20021 Baranzate (Mi) Italy
Tel +39 02 35000.1 - www.euro-group.it
Share capital €6,111,941.00 fully paid up
VAT number, tax code and Milan Monza Brianza Lodi Companies Register number 05235740965 - REA MI 1805877
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LAMINATIONS
- Appointment of the Chairman of the Board of Directors.
- Determination of the remuneration of the Chairman of the Board of Directors and the Directors.
- Appointment of the Board of Statutory Auditors.
7.1. Appointment of the Statutory Auditors.
7.2. Appointment of the Chairman of the Board of Statutory Auditors. - Determination of the remuneration of the Chairman of the Board of Statutory Auditors and the standing auditors.
- Report on remuneration policy and compensation paid pursuant to Article 123-ter, paragraphs 3-bis and 6, of Legislative Decree 58/98:
9.1. Binding resolution on the first section concerning remuneration policy prepared pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998;
9.2. Non-binding resolution on the second section concerning compensation paid pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998. - Revocation of the stock option plan approved by the ordinary Shareholders' Meeting of the Company on 18 November 2022, subject to the waiver by the options' holders;
- Revocation of the stock incentive plan based on ordinary shares of the Company named "2025–2027 Performance Shares Plan", approved by the ordinary Shareholders' Meeting of the Company on 5 May 2025.
- Authorisation to the purchase and disposal of treasury shares, subject to the revocation of the authorisation granted by the ordinary Shareholders' Meeting of 5 May 2025; related and consequential resolutions.
1. Procedures for conducting the meeting
Pursuant to Article 10 of the Company's by-laws (the "By-laws") and Article 135-undecies.1 of Legislative Decree No. 58/1998 (hereinafter, the Consolidated Law on Finance --"TUF"), the Company has resolved to exercise the option provided for therein to require that attendance at, and the exercise of voting rights in, the Shareholders' Meeting by the entitled persons may take place exclusively by means of a proxy (or sub-proxy) with voting instructions on all or certain of the items on the agenda to the representative appointed by the Company pursuant to Article 135-undecies TUF (the "Designated Representative").
Without prejudice to the foregoing, the attendance in the Shareholders' Meeting of the entitled persons (the Chairman, the Chief Executive Officer, the Chairman of the Board of Statutory Auditors, the other members of the corporate bodies, the Secretary, as well as the Designated Representative and any other person authorised to participate in the proceedings of the Shareholders' Meeting) may take place, in compliance with the applicable provisions, exclusively via telecommunication means that ensure their identification, in the manner communicated to them individually, without the need for the Chairman, the Secretary and any Notary to be in the same place. The Shareholders' Meeting will therefore take place without the physical participation of the Shareholders.
2. Right to attend and vote
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Pursuant to Article 83-sexies TUF, as subsequently amended and supplemented, the right to attend the Shareholders' Meeting and to exercise voting rights, exclusively through the Designated Representative, is certified by a notice to the Company, sent by the authorized intermediary, based on the records of its accounting books as at the end of the accounting day falling on the seventh trading day prior to the date set for the Shareholders' Meeting in a single call, namely 22 April 2026 ("Record Date"). Those who become shareholders of the Company only after that date will not be entitled to attend and vote at the Shareholders' Meeting.
The notice issued by the intermediary must be received by the Company by the end of the third trading day preceding the date of the Shareholders' Meeting held in a single call (i.e., by 28 April 2026).
However, it being understood that the right to attend and vote shall remain unaffected if the notices are received by the Company after the aforementioned deadline of 28 April 2026, provided that they are received before the beginning of the Shareholders' Meeting.
Those who become shareholders only after the Record Date will not be entitled to attend and vote at the Shareholders' Meeting and, therefore, will not be able to issue a proxy to the Designated Representative. It is hereby noted that that the notice to the Company is made by the intermediary upon request of the entitled person. Holders of voting rights are required to instruct the intermediary with whom their accounts are held to submit the above-mentioned notice to the Company.
Any prior notice requirements imposed by the intermediary or any costs charged for carrying out the activities within its competence shall not be attributable to the Company.
Attendance at the Shareholders' Meeting is governed by applicable laws and regulations, as well as by the provisions of the Company's By-laws and the shareholders' meeting regulation, available on the Company's website (www.eglagroup.com), section Investors/Governance.
3. Proxy to the Designated Representative
Pursuant to Article 10 of the Bylaws, attendance at the Shareholders' Meeting and the exercise of voting rights by those entitled thereto shall take place exclusively through the Designated Representative appointed by the Company. With reference to the Shareholders' Meeting referred to in this notice of call, the Company has appointed Computershare S.p.A. as Designated Representative, with registered office in Milan, Via Mascheroni no. 19, to whom a specific proxy and/or sub-proxy must be granted, alternatively pursuant to Article 135-undecies TUF and Article 135-novies TUF.
A written proxy/sub-proxy may be granted to the Designated Representative pursuant to Article 135-undecies and 135-novies TUF, free of charge for the grantor (except for any mailing costs), together with voting instructions on all or some of the items on the Agenda.
The proxy to the Designated Representative must be granted by signing the specific 'Proxy/Sub-proxy Form to the Designated Representative', made available in the dedicated section of the Company's website (www.eglagroup.com, Investors/Governance/Shareholders' Meetings, and must be submitted together with the related written voting instructions and a copy of a currently valid identity document of the grantor and, in the case of a legal entity, a copy of the identity document of its legal representative pro tempore or another duly authorised person, along
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with documentation evidencing the relevant corporate powers (such as an excerpt under the Companies' Register or equivalent).
The form containing the voting instructions must be submitted in accordance with the instructions set out therein, no later than the end of the second trading day prior to the date of the Shareholders' Meeting (i.e., no later than 29 April 2026). The proxy and the related voting instructions granted to the Designated Representative pursuant to Article 135-undecies TUF may be revoked within the aforementioned deadline, following the same procedures provided for their submission.
The proxy shall have no effect with respect to proposals for which voting instructions have not been provided.
The Designated Representative is also available to provide Shareholders with any information and clarifications that may be required in relation to the granting of proxy to the Designated Representative (and, in particular, regarding the completion of the proxy form and voting instructions and their transmission) at the address [[email protected]] and/or at the following number: [0246776830-14]
Voting by electronic means or by correspondence is not permitted.
The communication to the Company issued by the intermediary certifying the right to attend the Shareholders' Meeting is also required in the event that a proxy is granted to the Designated Representative appointed by the Company; consequently, in the absence of such communication, the proxy shall be deemed ineffective.
4. Right to request additions to the agenda and to submit new items for resolutions
Pursuant to Article 126-bis, paragraph 1, first sentence, TUF, shareholders who, individually or jointly, represent at least one fortieth of the share capital may request, within ten days of the publication of this notice of call (i.e., by 3 April 2026), the addition of items to the agenda to be discussed, by indicating in their request the additional items proposed, or submit proposals for resolution on matters already on the agenda.
The entitlement to exercise such right is certified by a notice to the Company from an authorised intermediary pursuant to Article 43, paragraph 1, of the Consob and Bank of Italy Joint Post-Trading Provision of 13 August 2018 ("Regulation on Central Counterparties, Central Depositories and Centralized Management Activities") (the "Joint Provision"), certifying the ownership of the shares by the requesting shareholders as of the date of the request.
The request must be submitted in writing by registered mail to the Company's registered office at Via Stella Rosa no. 48, Baranzate (MI), or to the certified email address [email protected], provided that it is received by the Company within the above-mentioned deadline; within the same deadline and using the same procedures, any proposing shareholders must also submit a report setting out the reasons for the proposed resolutions on the new items they propose for discussion or the rationale for any additional proposals submitted on items already on the agenda.
Additions to the agenda or the submission of further proposals for resolution on matters already on the agenda shall be announced in the same manner prescribed for the publication of the notice of call, at least fifteen days prior to the date scheduled for the Shareholders' Meeting convened in a single call (i.e., by 19 April 2026). At the same time as the publication of the notice regarding the addition to the agenda or the submission of proposals, the report prepared by the requesting Shareholders, accompanied by any assessments by the Board of Directors, will be made available to
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the public in the same manner prescribed for the documentation relating to the Shareholders' Meeting.
The addition of items to the agenda is not permitted for matters on which the Shareholders' Meeting resolves, by law, on a proposal from the Directors or on the basis of a draft or report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of the TUF.
In addition to the foregoing and pursuant to Article 135-undecies.1, paragraph 2, TUF, Shareholders may individually submit proposals for resolution on the items on the agenda, or proposals whose submission is otherwise permitted by law. Since attendance at the Shareholders' Meeting is allowed exclusively through the Designated Representative, such proposals must be submitted in writing, by registered mail to the Company's registered office at Via Stella Rosa 48, Baranzate (MI), or by certified email to [email protected], no later than 19 April 2026.
The proposals - subject to verification of their correctness and completeness with respect to applicable law - will be published by 21 April 2026 on the Company's website (www.eglagroup.com, Investors/Governance/ Shareholders' Meetings section), in order to enable the entitled persons to vote in an informed manner, also taking these new proposals into account, and thus allow the Designated Representative to collect any voting instructions also with respect to these proposals.
The requesting Shareholder must provide suitable documentation proving their right to attend the Shareholders' Meeting and the granting of a proxy to the Designated Representative for participation in the Meeting.
In the event of proposals for resolutions on items on the agenda that are alternative to those formulated by the Board, the Board's proposal will be voted first (unless it is withdrawn) and, only if such proposal is rejected, will the proposals submitted by the Shareholders be submitted to a vote. Such proposals, even in the absence of a proposal by the Board, will be submitted to the Shareholders' Meeting starting with the proposal submitted by the Shareholders representing the largest percentage of the share capital. Only if the proposal being voted on is rejected will the next proposal be submitted to a vote, in order of the percentage of share capital represented.
5. Right to submit questions on items on the agenda
Pursuant to the combined provisions of Article 135-undecies.1, paragraph 3, and Article 127-ter TUF, those entitled to vote may submit questions on the items on the agenda even before the Shareholders' Meeting, by sending their questions by registered mail to the Company's registered office at Via Stella Rosa n. 48, Baranzate (MI), or by electronic communication to the certified email address [email protected].
Questions must be submitted no later than seven trading days prior to the date of the Shareholders' Meeting, i.e., by 22 April 2026, and must include the Shareholder's personal details (surname and first name, or company name in the case of a legal entity, place and date of birth, and tax code) together with the relevant notice from the intermediary pursuant to Article 43 of the Joint Provision; the right to vote may also be certified after the submission of the questions, provided that it occurs no later than the third day following the Record Date, i.e., by 25 April 2026. However, such communication is not required if the Company has already received the intermediary's notice necessary to attend the Shareholders' Meeting.
For questions received by the above-mentioned deadline, the Company, after verifying their relevance to the items on the agenda of and the legitimacy of the requesting shareholders, will
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provide a response by 28 April 2026, publishing the responses in the relevant section of its website (www.eglagroup.com in the Investors/Governance/ Shareholders' Meetings section).
The Company may provide a single response to questions with the same content; no response is required when the answer has already been published in the same section of the website.
The Company will not respond to questions that do not comply with the above terms and conditions.
6. Appointment of Directors and Statutory Auditors
Pursuant to Articles 147-ter and 148 TUF and Articles 13 and 24 of the By-laws, the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders.
The lists must be filed at the Company's registered office, in accordance with the regulations in force at the time, by 9 April 2026, together with any additional documentation required by law and applicable regulations.
Only Shareholders who, individually or jointly with other Shareholders, represent at least 2.5% of the share capital are entitled to submit lists. The ownership of the minimum shareholding required for the submission of lists is determined on the basis of the shares registered in favour of the shareholder on the day the lists are filed with the Company.
The relevant notice made by the authorised intermediary may be sent to the Company using the same manner as indicated below, even after the filing, provided it is received by 13 April 2026.
Lists may be filed by registered mail at the Company's registered office at Via Stella Rosa no. 48, Baranzate (MI), or by electronic communication to the certified email address [email protected].
With regard to the submission, filing, and publication of the lists, reference is made to the provisions set out in Articles 13 and 24 of the By-laws, the Company's website, and the explanatory report of the Board of Directors on the items on the agenda of the Shareholders' Meeting, which will be made available on the website within the time limits provided by law.
It should be noted that, with regard to the appointment of Statutory Auditors, if - at the expiry of the above deadline for filing lists (9 April 2026) - only one list has been filed, or only lists submitted by Shareholders that are considered related pursuant to Article 144-quinquies of the Issuers' Regulations have been filed, the deadline for submitting lists, pursuant to Article 144-sexies, paragraph 5, of the Issuers' Regulations, will be extended until 12 April 2026. In such case, the threshold for the submission of lists is reduced by half and is therefore equal to 1.25% of the share capital.
Articles 13.3 and 24.2 of the By-laws contain specific provisions regarding the composition of the lists.
In particular, with regard to the appointment of the Board of Directors, Article 13.3 of the By-laws provides that lists with three or more candidates must include candidates of both genders, in accordance with the regulations in force from time to time concerning gender balance (i.e., a minimum of one-fifth of the candidates must belong to the less represented gender, rounded up to the next whole number).
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Furthermore, with regard to the appointment of the Board of Directors, Article 13.3 of the By-laws provides that each list must indicate which candidates meet the independence requirements established by the applicable legal and regulatory framework in force from time to time, also stipulating that any list containing more than 7 candidates must include and expressly indicate at least two directors who meet these requirements.
With regard to the appointment of the Board of Statutory Auditors, Article 24.2 of the By-laws provides that:
- the Standing Auditors and Alternate Auditors are appointed by the Shareholders' Meeting, in compliance with the regulations in force from time to time concerning gender balance, on the basis of lists submitted by shareholders in compliance with the applicable laws and regulations, in which candidates must be listed in numerical order and must not exceed the number of members of the body to be elected;
- each list, if it contains more than one candidate, must be divided into two sections: one for the appointment of Standing Auditors and one for the appointment of Alternate Auditors;
- lists with a total number of candidates equal to or greater than 3 must be composed of candidates of both genders in compliance with the gender balance regulations in force from time to time.
Shareholders submitting a list for the appointment of the Board of Directors and/or the Board of Statutory Auditors are also invited to ensure that the list submitted is accompanied by all the information necessary to enable shareholders to vote in an informed manner, including any indication of the candidates' eligibility to qualify as independent Directors or Auditors in accordance with Recommendation 7 of the Corporate Governance Code. It should be noted that, pursuant to Recommendation No. 8 of the Corporate Governance Code, to which the Company has adhered, issuers are invited to ensure that at least one third of the members of the administrative body and the control body consist of members of the less represented gender.
The lists will be made available to the public by 13 April 2026 at the registered office, at the authorised storage mechanism "" at , and on the Company's website.
Furthermore, without prejudice to the foregoing, shareholders submitting a list for the appointment of the Board of Directors and the Board of Statutory Auditors containing more than half of the members to be elected are recommended to submit and disclose to the market, at the same time as the publication of the list, any proposed resolutions functional to the appointment process, where such proposals have not been formulated by the Board of Directors, in particular, with regard to the Shareholders' Meeting referred to in this notice, proposals concerning remuneration.
Shareholders wishing to submit lists are invited to take into account the recommendations set out in Consob Communication DEM/9017893 of 26 February 2009, available at the Company's registered office and on the Company's website (www.eglagroup.com), in the Investors/Governance/Shareholders' Meetings section.
7. Documentation
The Directors' explanatory report including the full text of the proposed resolutions, and other meeting-related documentation will be made available to the public at the Company's registered office at Via Stella Rosa n. 48, Baranzate (MI), on the Company's website (www.eglagroup.com), in
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LAMINATIONS
the Investors/Governance/Shareholders' Meetings section, and at the authorised storage mechanism "" at , in accordance with the law.
The By-laws and the Shareholders' Meeting Regulations are available on the Company's website (www.eglagroup.com, Investors/Governance section).
8. Share capital and voting shares
Pursuant to Article 125-quarter TUF, it should be noted that the Company's share capital amounts to Euro 6,111,941.00, fully subscribed and paid up, divided into 94,016,319 ordinary shares listed on Euronext Milan and 73,677,026 multiple-voting shares not admitted to listing, all without par value, corresponding to a total of 315,047,397.00 voting rights exercisable at the Shareholders' Meeting.
Each ordinary share entitles the holder to 1 (one) vote at the Company's ordinary and extraordinary shareholders' meetings, while each multiple voting share entitles the holder to 3 (three) votes at the Company's ordinary and extraordinary shareholders' meetings.
As of the date of publication of this notice of call, the Company holds 5,030,800 treasury shares, equal to 3.0% of the share capital.
This notice of call is published, pursuant to Article 125-bis TUF and Article 84 of the Issuers' Regulations, as well as pursuant to Article 8 of the By-laws, on the Company's website (www.eglagroup.com, section Investors/Governance/Shareholders' Meetings), in extract form in the daily newspaper ItaliaOggi and on the authorised storage mechanism "" available on the website .
For the Board of Directors
The Chairman Sergio Iori
Baranzate (MI), 24 March 2026
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